Acquisition

Macfarlane Group PLC
9 April 2001





                                                                  9 APRIL 2001


MACFARLANE GROUP PLC ACQUIRES NATIONAL PACKAGING


Macfarlane Group PLC ('Macfarlane') has agreed to acquire today National
Packaging Group Limited ('National Packaging'), the specialist packaging
distribution division of Charles Baynes plc, for a cash consideration of £21.7
million (including the repayment of intra-group debt). The acquisition will be
funded from existing bank facilities. The Directors of Macfarlane are
confident that this acquisition is capable of delivering true value to
Macfarlane shareholders through combining the existing businesses and will be
earnings enhancing in the first full year after acquisition. This acquisition
further strengthens Macfarlane's leadership position in the supply of
packaging products and related services.


The principal activity of National Packaging is the distribution of packaging
materials and automated packaging equipment through a national network of 17
branches, including a major central distribution depot in Coventry. In the
year to 31 December 2000 National Packaging had annual turnover of £48.3
million and an operating profit before group costs of £2.8m. The net assets of
National Packaging were £4.5 million at 31 December 2000 after intra-group
indebtedness of £5.9 million.


The acquisition of National Packaging is in line with Macfarlane's strategy to
target value-creating acquisitions. Macfarlane has a long-standing reputation
for customer service in the national distribution of packaging materials and
the acquisition of National Packaging will further enhance Macfarlane's
ability to meet customers' requirements with a total packaging solution,
supported by a wider range of premium brand products from our key suppliers.


Iain Duffin, Chief Executive of Macfarlane Group PLC, said today:


'I am delighted that we have acquired National Packaging. The acquisition of
National Packaging demonstrates Macfarlane's strategy to build scale and
leadership in its markets. This acquisition supports our strategy building
upon the recently formed Packaging Division which provides customers with a
premium one-stop shop for packaging products.


I welcome the National Packaging team and all their employees to Macfarlane
Group and look forward to the benefits their contribution will bring. National
Packaging and Macfarlane Packaging will together form a truly powerful
combination that will benefit customers, employees and shareholders.'

___________________________________________


Further information:

John Love          Finance Director, Macfarlane Group          0141 333 9666

Todd Nugent          Noble Grossart                         0131 226 7011


Media

Gordon Beattie     Beattie Media                              0468 588163